<PAGE>
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                              MERGER AGREEMENT &
                            PLAN OF REORGANIZATION
                                       
                           DATED AS OF MAY 31, 1996
                                       
                                       
                                       
                                       

                           BETWEEN ZYCAD CORPORATION
                                      AND
                             ATTEST SOFTWARE, INC.
                                      AND
                              THE SHAREHOLDERS OF
                             ATTEST SOFTWARE, INC.
                                      AND
                           ZYCAD INTERNATIONAL, INC.
                                       

                                       

<PAGE>
                                       
                  MERGER AGREEMENT AND PLAN OF REORGANIZATION
                               TABLE OF CONTENTS



Recitals.......................................................... 5

ARTICLE ONE -The Merger and Reorganization........................ 6

ARTICLE TWO - Conversion of Shares................................ 6

ARTICLE THREE - Governance of Surviving Corporation............... 9
     Articles of Incorporation.................................... 9
     Bylaws....................................................... 9
     Directors and Officers....................................... 9

ARTICLE FOUR - Representations and Warranties of Attest and 
     Shareholders................................................. 9
     Organization and Standing of Attest.......................... 10
     Subsidiaries................................................. 10
     Capitalization............................................... 10
     Share Ownership.............................................. 10
     Options, Warrants and Convertible Securities................. 10
     Financial Information........................................ 11
     Absence of Undisclosed Liabilities........................... 11
     Absence of Certain Changes................................... 12
     Taxes........................................................ 13
     Title to Properties; Liens and Encumbrances; Leasehold 
       Interests.................................................. 14
     Patents, Trademarks, Etc..................................... 14
     Material Contracts........................................... 15
     Insurance.................................................... 16
     Customers and Supplies....................................... 16
     Compliance................................................... 17
     Employee Matters............................................. 17
     Employee Benefit Plans....................................... 18
     Warranties; Returned Products................................ 18
     Directors, Officers and Employees; Compensation; Bank 
       Accounts; Certain Transactions............................. 18
     Litigation................................................... 18
     Authority of Shareholders.................................... 19
     Brokers...................................................... 19
     Disclosure................................................... 20
     Representations and Warranties............................... 20
     Disclosures Applicable to All Provisions..................... 20

ARTICLE FIVE - Representations and Warranties of Zycad............ 20
     Organization and Standing of Zycad and Subsidiary............ 20
     Authority of Zycad and Subsidiary............................ 20
     Access to Information........................................ 21
     Brokers...................................................... 21


                                     2
<PAGE>

     No Restriction on Sharheolders' Disposition of Zycad Stock... 21
     Disclosure................................................... 22
     Representations and Warranties............................... 22
     Valid Issuance of Zycad Stock................................ 22

ARTICLE SIX - Covenants of Shareholders and Attest................ 22
     Operations of Attest......................................... 22
     No Further Negotiations...................................... 23
     Access....................................................... 23
     Public Disclosure............................................ 23
     Updating of Schedules........................................ 23

ARTICLE SEVEN - Closing........................................... 23

ARTICLE EIGHT - Conditions to Zycad's Obligation to Close......... 24

ARTICLE NINE - Conditions to Shareholder's Obligation to Close.... 25

ARTICLE TEN - Post Closing Obligations............................ 26

ARTICLE ELEVEN - Termination...................................... 27
     Termination by Mutual Consent................................ 27
     Termination at Zycad's Option................................ 27
     Termination at Shareholder's Option.......................... 27
     Additional Rights of Termination............................. 27
     Expenses on Termination...................................... 28

ARTICLE TWELVE - Indemnification.................................. 28
     Indemnification by Shareholders.............................. 28
     Indemnification by Zycad..................................... 28
     Notice and Opportunity to Defend............................. 29
     Limitation................................................... 29

ARTICLE THIRTEEN - Miscellaneous.................................. 31
     Survival of Representations and Warranties................... 31
     Definition of Knowledge...................................... 31
     Amendment.................................................... 31
     Headings..................................................... 31
     Entire Agreement............................................. 31
     Counterparts................................................. 31
     Notices...................................................... 32
     Governing Law................................................ 33
     Waiver....................................................... 33

Signatures........................................................ 33


                                     3
<PAGE>

                                   SCHEDULES

Schedule 4.1     Exceptions to Qualification as a Foreign Corporation

Schedule 4.3     Attest  Capital Stock Table

Schedule 4.5     Incentive Stock Option Table

Schedule 4.6(a)  List of Tangible Assets

Schedule 4.6(b)  Balance Sheet

Schedule 4.7     Certain Material Liabilities of Attest

Schedule 4.8     Statement of Material Adverse Changes in Attest

Schedule 4.9     Statement of Tax Liabilities of Attest

Schedule 4.10    Exceptions to Title Properties and Statement of Default
                 of Attest

Schedule 4.11    Intellectual Property Rights of Attest

Schedule 4.12    Material Contracts of Attest

Schedule 4.13    Insurance Policies and Bonds of Attest

Schedule 4.14    Customers and Suppliers of Attest

Schedule 4.15    Compliance Exceptions

Schedule 4.16    Accrued Vacation Pay and Sick Leave of Attest Employees

Schedule 4.17    Attest Employee Benefits Plan

Schedule 4.18    Attest Warranties, Returned Products

Schedule 4.19(a) Attest Directors, Officers and Employees

Schedule 4.19(b) Attest's Bank Accounts

Schedule 4.19(c) Interests of Attest Directors and Officers

Schedule 4.20    Attest Litigation

Schedule 4.22    Brokers

Schedule 4.23    Accounts Receivable

                                   EXHIBITS
                                       
Exhibit 7.1      Escrow Agreement

Exhibit 7.2      Employment Offers to Shareholders

Exhibit 8.1(b)   Opinion of Counsel for Attest

Exhibit 9.1(b)   Opinion of Counsel for Zycad



                                      4
<PAGE>


                  MERGER AGREEMENT AND PLAN OF REORGANIZATION


THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is made 
and entered into as of the 31st day of May, 1996, by and between Attest 
Software, Incorporated, a company organized under the laws of California 
with principal offices at 4677 Old Ironside Drive, Suite 100, Santa 
Clara, California 95054, California ("Attest"); the holders of the 
issued and outstanding shares of the capital stock of Attest and holders 
of options therefor (the "Shareholders"); Zycad Corporation, a Delaware 
Corporation with principal offices at 47100 Bayside Parkway, Fremont, 
California 94538 ("Zycad"), and Zycad International, Inc., a California 
corporation and a wholly owned subsidiary of Zycad ("Subsidiary").

                                   RECITALS


WHEREAS, Shareholders are the owners and holders of all of the issued 
and outstanding shares of the capital stock of Attest and all of the 
options therefor; and

WHEREAS, Attest is a corporation duly organized and existing under the 
laws of California with authorized capital stock consisting of 
10,000,000 shares of common stock, par value of which 2,000,000 shares 
are issued and outstanding on the date of this Agreement with options 
for an additional 678,571 shares to be exercised on or before the 
Closing Date; and

WHEREAS, Zycad is a corporation duly organized and existing under the 
laws of the State of Delaware; and

WHEREAS, Subsidiary is a corporation duly organized and existing under 
the laws of the State of California and is a wholly owned subsidiary of 
Zycad; and

WHEREAS, the Shareholders and the respective Boards of Directors of 
Attest, Subsidiary and Zycad have determined that it is advisable that 
Subsidiary shall be merged with and into Attest on the terms and 
conditions set forth herein and each such Board has, by resolution, duly 
adopted, approved and authorized the execution and delivery of this 
Agreement; and

WHEREAS, Shareholders, Attest, Subsidiary and Zycad deem it advisable to 
set forth in this Agreement the representations and warranties of each 
party and certain other undertakings and understandings in connection 
with the stock purchase and to provide for certain matters in respect of 
the conduct of the business of Attest prior to the Closing Date (as 
hereinafter defined).

                                   AGREEMENT


NOW, THEREFORE, in consideration of the promises and of the mutual 
covenants herein contained, the parties hereto agree as follows:



                                       5
<PAGE>
                                       
                                  ARTICLE ONE

                           MERGER AND REORGANIZATION
                                       
1.1  On the Closing Date, as defined in this Agreement, a merger shall 
     take place ("the Merger") whereby Subsidiary shall be merged with 
     and into Attest, and Attest shall be the Surviving Corporation.  
     (The term "Surviving Corporation" appearing in this Agreement 
     denotes Attest after consummation of the Merger.)  Attest's 
     corporate name, existence, and all its purposes, powers, and 
     objectives shall continue unaffected and unimpaired by the Merger, 
     and as the Surviving Corporation it shall be governed by the laws 
     of the State of California and succeed to all of Subsidiary's 
     rights, assets, liabilities, and obligations in accordance with the 
     California General Corporation Law.

1.2  For Federal income tax purposes, the Merger shall constitute a tax 
     free reorganization within the meaning of Section 368(a) of the 
     Internal Revenue Code of 1986, as amended.

                                  ARTICLE TWO
                                       
                             CONVERSION OF SHARES

2.1  On the Closing Date:

     (a) Each share of Subsidiary's common stock issued and outstanding 
     immediately before the Closing Date shall be converted into one 
     share of common stock of the Surviving Corporation; and

     (b) All of the shares of Attest's common stock issued and 
     outstanding on the Closing Date consisting of 2,679,106 shares (the 
     "Attest Common Stock"), shall by virtue of the Merger and without 
     action on the part of the Shareholder be converted into an 
     aggregate of 387,098 shares of Zycad Common Stock ("Zycad Stock") 
     at an exchange ratio of .1444877 share of Zycad Stock for each 
     share of Attest Common Stock.  Any fraction of a share of Zycad 
     Stock shall be eliminated by rounding down to the nearest full 
     share.

2.2  The number of shares of Zycad Stock to be exchanged for the Attest 
     Common Stock as specified in Section 2.1(b) is based on a Closing 
     Price of Zycad Common Stock of $6.20  per share (Closing Price is 
     defined as the average daily closing price [last trade] of Zycad 
     Common Stock as reported on NASDAQ for the 15 days preceding the 
     date hereof. Adjustments to the number of shares of Zycad Stock 
     shall be made, subject to the limitations of Section 12.4, if the 
     following formula results in a sum that is less than $130,000:

     (Cash as of the hereof date + proceeds from the exercise of stock 
     options + prepaid expenses + accounts receivable as of the hereof 
     date + sales made by Attest but not invoiced prior to the Closing 
     Date) less (total liabilities including all accruals for expenses 
     related to Attest's business through the hereof date).  Amounts 
     representing accounts receivable and sales made but not invoiced 
     shall be limited to those are, to Attest's knowledge, collectible.  
     All liabilities that should be accrued as of the hereof date under 
     generally accepted accounting principles shall be included in the 
     foregoing formula, whether or not they were accrued as liabilities 
     on the May 31, 1996 Balance Sheet.



                                       6

<PAGE>

     No adjustment in the number of shares shall be made if the above 
     computation results in an amount greater than $130,000.

2.3  One-half of the Zycad Stock  shall be delivered to the Shareholders 
     on the Closing Date on a prorata basis based on their respective 
     ownership interest of the Attest Shares.

2.4  The balance of the Zycad Stock exchanged for the Attest Shares 
     shall be held in escrow (the "Escrowed Stock") in a separate escrow 
     account for each Shareholder on a prorata basis based on their 
     respective ownership interest and shall be released on the same 
     prorata basis in accordance with the following schedule:

     a.  One half of the Escrowed Stock shall be released upon the public 
         announcement of Zycad's fiscal First Quarter 1997 financial results, 
         provided there is a minimum of $1,200,000 in revenue generated from 
         the sale and support of Attest Software Products during the period 
         April 1, 1996 through March 31, 1997, (including revenue from sales 
         made by Attest but not invoiced prior to Closing) which includes 
         current Attest Products, as well as new versions or updates created 
         by Zycad from the Attest Software source code ("Attest Software 
         Revenue").

         In the event that there is less than $1,200,000 in Attest Software 
         Revenue as stated above, but at least $800,000 in such revenue, the 
         one half of the Escrowed Stock shall be released on a prorata basis, 
         e.g., if the Attest Software Revenue equals $800,000, 66.67% of the 
         one half of the Escrow Stock shall be released.

     b.  A total of one-eighth of the Escrowed Stock shall be released upon 
         the public announcement of Zycad's Second Quarter 1997 financial 
         results provided there is a minimum of $300,000 in Attest Software 
         revenue in Second Quarter 1997.

         A total of one-eighth of the Escrowed Stock shall be released upon 
         the public announcement of Zycad's Third Quarter 1997 financial 
         results provided there is a minimum of $300,000 in Attest Software 
         revenue in  Third Quarter 1997.

         A total of one-eighth of the Escrowed Stock shall be released upon 
         the public announcement of Zycad's  Fourth Quarter 1997 financial 
         results provided there is a minimum of $300,000 in Attest Software 
         revenue in  Fourth Quarter 1997.

         A total of one-eighth of the Escrowed Stock shall be released upon 
         the public announcement of Zycad's First Quarter 1998 financial 
         results provided there is a minimum of $400,000 in Attest Software 
         revenue in  First Quarter 1998.

         In the event there is less than $1,300,000 in Attest Software 
         Revenue for the period April 1, 1997 through March 31, 1998, but at 
         least $900,000 in such Revenue, the balance of the one half of the 
         Escrowed Stock scheduled to be released  during this period which 
         remain unreleased and held in escrow shall be released on a prorata 
         basis, e.g., if the Attest Software Revenue equals $900,000, 69.23% 
         of such unreleased shares of the one half of the Escrow Stock 
         scheduled to be released shall be released.


                                       7

<PAGE>

     c.  Notwithstanding the above, in the event that the cumulative Attest 
         Software Revenue for the period April 1, 1996 through March 31, 
         1998 is a minimum of $2,500,000, all of the Escrowed Stock shall be 
         released.

     d.  In the event that not all of the Escrowed Stock is released under 
         the provisions of subsections a, b, or c above, the balance of the 
         Escrowed Stock shall be released upon the public announcement of 
         Zycad's Second Quarter 1998 financial results, provided that there 
         is a minimum of $500,000 in Attest Software Revenue for the period 
         January 1, 1998 to June 30, 1998.

     e.  In the event not all of the Escrowed Stock is released under the 
         provisions of subsections a, b, c or d above, the balance of the 
         Escrowed Stock shall be released to each Shareholder  provided such 
         Shareholder is still a Zycad employee on June 30, 1998.

     f.  Notwithstanding anything to the contrary in this Section 2.4, if any 
         of the following occurs, the balance of the Escrowed Stock that is, 
         at the time such event occurs, still subject to the release 
         provisions of subsections a through e above, shall be released to 
         each such Shareholder as follows:

         (1)  In the event of a Shareholder's death or disability, the 
         balance of the Escrowed Stock shall be  released to that Shareholder 
         upon the later of (i) his death or disability, or (ii) one (1) year 
         after the Closing Date, (subject, however, to Article Twelve below).

         (2)  In the event Zycad terminates a Shareholder's employment 
         without cause, the balance of the Escrowed Stock shall be  released  
         to that Shareholder upon the later of (i) said termination of 
         employment, or (ii) one (1) year after the Closing Date, (subject, 
         however, to Article Twelve below).

     g.  Any Escrowed Stock remaining in escrow after the conditions 
         specified in subsection e above shall be canceled and forfeited.

     h.   Attest Software Revenue is further defined in Schedule 2.4.

2.5  This Escrowed Stock will also be used to offset any breaches of 
     Attest and Shareholder's representations, warranties, and 
     indemnification provisions as contained in this Agreement.

2.6  All Escrowed Stock shall be issued and outstanding on Zycad's 
     balance sheet and legally outstanding under Delaware law.

2.7  All cash dividends and distributions, if any, shall be paid to the 
     Shareholders currently and shall not be deposited in Escrow.

2.8  All voting rights on the Escrowed Stock shall be exercisable by or 
     on behalf of the Shareholders or their authorized agent.

2.9  The Escrowed Stock shall not be subject to claims for additional 
     tax paid, if any, as a result of an audit by the Internal Revenue 
     Service of the Shareholders or Zycad with respect to the herein 
     reorganization.


                                        8
<PAGE>

2.10 Claims against the Escrowed Stock shall be satisfied by 
     transferring to Zycad the number of shares determined by dividing 
     the amount of each Shareholders' share of a claim (less his pro 
     rata share of the aggregate deductible amount stated in Section 
     11.4(a)) by the greater of $6.20 or the average daily closing price 
     (last trade) of Zycad common stock as reported on NASDAQ for the 15 
     days preceding the date on which such claim is deemed to be 
     matured.  Alternatively, Shareholders may pay the amount of the 
     claim in cash within fifteen (15) days of notice to Shareholders, 
     in which case the number of shares that would otherwise be 
     transferred to Zycad shall thereafter, be subject only to the 
     restrictions of Section 2.4 above and future claims, if any, under 
     Article Twelve.
                                       
                                 ARTICLE THREE
                                       
                      GOVERNANCE OF SURVIVING CORPORATION
                                       
3.1  Articles of Incorporation
                                       
     The articles of incorporation of Attest in effect on the Closing 
     Date of the Merger shall become the articles of incorporation of 
     the Surviving Corporation.  From and after the Closing Date of the 
     Merger, said articles of incorporation, as they may be amended from 
     time to time as provided by law, shall be, and may be separately 
     certified as, the articles of incorporation of the Surviving 
     Corporation.

3.2  Bylaws
                                       
     The bylaws of Attest in effect on the Closing Date of the Merger 
     shall be the bylaws of the Surviving Corporation until they are 
     thereafter duly altered, amended or repealed.

3.3  Directors and Officers

     The directors of Zycad Subsidiary on the Closing Date of the Merger 
     shall be the directors of the Surviving Corporation.  They shall 
     hold office until their successors have been elected and qualified. 
     The officers of Zycad Subsidiary on the Closing Date of the Merger 
     shall be the officers of Surviving Corporation.  Each shall hold 
     office subject to the bylaws and the pleasure of the directors of 
     Surviving Corporation.
                                       
                                 ARTICLE FOUR
                                       
           REPRESENTATIONS AND WARRANTIES OF ATTEST AND SHAREHOLDERS

As inducement to the execution of this Agreement by the parties hereto, 
Attest and the Shareholders represent and warrant that the following 
statements are true and correct on the date hereof:


                                       9

<PAGE>

4.1  Organization and Standing of Attest

     Attest is a corporation duly incorporated, validly existing and in 
     good standing under the laws of California.  Attest's Articles of 
     Incorporation, and all amendments thereto, and its By-laws, as 
     amended, copies of which have been delivered to Zycad, are 
     complete, correct and in full force and effect at the date of this 
     Agreement and Attest is not in violation of any provision of such 
     Article and By-laws.  Attest has the corporate power and authority 
     to own, operate and dispose of its properties and to conduct its 
     business as now being conducted.

4.2  Subsidiaries

     Attest has no subsidiaries and does not control, directly or 
     indirectly, any other corporation, partnership, association or 
     business organization.

4.3  Capitalization

     As of the date of this Agreement and except as set forth in 
     Schedule 4.3, Attest's authorized capital stock consists of 
     10,000,000 shares of Attest Common Stock, of which 2,000,000 shares 
     are issued and outstanding.  On or before the Closing Date options 
     for an additional  679,106 shares of Attest Common Stock will be 
     exercised and will be issued and outstanding. No Attest Stock is 
     held in the treasury of Attest.  All outstanding shares of Attest 
     Stock are duly and validly authorized and issued, fully paid and 
     non-assessable, and the issuance and sale of all such Attest 
     securities has been in compliance with all applicable securities 
     laws.  Attached hereto as Schedule 4.3 is a summary stock table for 
     Attest stock.

4.4  Share Ownership

     The Shareholders are or will be the beneficial and record owners 
     and holders of all of said  2,679,106 shares of the capital stock 
     of Attest, which shares will be transferred to Zycad free and clear 
     of any claims, liens, charges, equities and encumbrances or other 
     restrictions which would in any way impair Shareholders right to 
     effectively sell or transfer such shares to Zycad.

4.5  Options, Warrants Equity Commitments and Convertible Securities

     As of the date of this Agreement and except as set forth in 
     Schedule 4.5, Attest has outstanding options to purchase 1,869,000 
     shares under its Incentive Stock Option Plan.  On or before the 
     Closing Date options for  679,106 shares of Attest Common Stock 
     will be exercised and said shares will be issued and outstanding.  
     The balance of options for  1,189,894 shares will be canceled on 
     the Closing Date.  There are no warrants or other commitment or 
     agreement to issue, sell or transfer any shares of Attest capital 
     stock, or any securities or obligations convertible into or 
     exchangeable for shares of its capital stock to any third party.  
     Attached hereto as Schedule 4.5 is a summary stock option table for 
     the outstanding stock options.


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<PAGE>

4.6  Financial Information

     Attest has delivered to Zycad copies of the following financial 
     statements (collectively the "Financial Statements"): (i) the 
     unaudited results of operations (Statement of Profit and Loss) of 
     Attest for the three-month periods ended June 30, 1995, September 
     30, 1995, December 30, 1995,  March 31, 1996, and for the one-month 
     period ended April 30, 1996 and (ii) the unaudited balance sheet of 
     Attest as of June 30, 1995, September 30, 1995,  December 30, 1995, 
     March 31, 1996,  April 30, 1996, and May 31, 1996 (the "Balance 
     Sheet").  Attest shall deliver to Zycad as soon as practicable 
     prior to the Closing Date Proforma financial statements as of the 
     Closing Date.

     The Financial Statements, (including the notes thereto, if any) 
     were prepared by Attest management in accordance with the books and 
     records of Attest.  Except as described on Schedule 4.6 
     Shareholders believe and represent that the Financial Statements 
     fairly and accurately present the business operations for the 
     periods covered by said statements in all material respects.  None 
     of Attest's books and records, has been compiled or audited by a 
     Certified Public Accountant; and there can be no assurance that any 
     of the foregoing is in conformity with generally accepted 
     accounting principles.

     The tangible assets reflected in the Balance Sheet are shown 
     thereon at actual cost, less depreciation and amortization, and in 
     the case of plant and equipment are, to the best of Attest's 
     knowledge, in good operating condition and state of repair.  A true 
     and complete list of all tangible assets of Attest as of May 31, 
     1996 is attached hereto as Schedule 4.6(a).

     Except as set forth in Schedule 4.6(b) attached hereto, all 
     accounts receivable reflected in the Balance Sheet at the date 
     thereof were bona fide accounts receivable resulting from the sale 
     of goods and services in the ordinary course of business, and, 
     shareholders have no reason to believe, such accounts receivable 
     are not collectible in full in the ordinary course of business or 
     are subject to conditions to payment, offsets, counterclaims, 
     defenses of any kind, returns, allowances or credits.  There is no 
     allowance for warranty reserve reflected in the Financial 
     Statements.  Zycad shall have the right to indemnification pursuant 
     to Section 12.1 of this Agreement for any accounts receivable 
     arising from Attest product shipment prior to Closing which is not 
     collected in full within ninety (90) days after Closing with 
     commercially reasonable collection efforts by Zycad.  The amount to 
     be indemnified shall be the unpaid balance on said 90th day.  
     Shareholders will receive credit for any monies collected by Zycad 
     within 120 days after Closing.

4.7  Absence of Undisclosed Liabilities

     Except as set forth in Schedule 4.7 attached hereto, at the date of 
     each such balance sheet Attest had no material liabilities (fixed 
     or contingent, including without limitation any tax liabilities due 
     or to become due) which were not fully disclosed, reflected or 
     provided for in each such balance sheet.  The officers of Attest 
     and the Shareholders have no knowledge of any facts which would 
     form the basis for the assertion of any material claim or liability 
     which is not disclosed, reflected or provided for in each such 
     Balance Sheet or described in Schedule 4.7 hereto. 


                                       11
<PAGE>

4.8  Absence of Certain Changes

     Except as set forth in Schedule 4.8 attached hereto, since the date 
     of the Balance Sheet there has not been:

     a.  any material adverse change in the condition (financial or 
         otherwise), assets, liabilities or business of Attest from that 
         reflected in the Financial Statements or, to the knowledge of the 
         officers of Attest or the Shareholders, any occurrence, circumstance 
         or combination thereof which reasonably could be expected to result 
         in any material adverse change in the condition (financial or 
         otherwise), assets, liabilities or business of Attest.

     b.  any damage, destruction or loss of any of the properties or assets 
         of Attest (whether or not covered by insurance) materially adversely 
         affecting the condition (financial or otherwise), assets, 
         liabilities or business of Attest;

     c.  any declaration, setting aside, payment or other distribution in 
         respect of any of Attest's capital stock, or any direct or indirect 
         redemption, purchase or other merger of any of such stock by Attest.

     d.  any change in the capitalization of Attest from that reflected in 
         the Financial Statements or in this Agreement, or any grant or 
         issuance of (i) any shares of capital stock of Attest; (ii) any 
         securities convertible into capital stock of Attest; or (iii) any 
         option, warrant or other right to subscribe for or acquire shares of 
         capital stock or securities convertible into capital stock of Attest;

     e.  any event, other than changes in general economic conditions which 
         affect the business of Attest, including without limitation, fire, 
         explosion, accident, requisition or taking of property by any 
         governmental agency, flood, drought, earthquake or other natural 
         event, riot, act of God or the public enemy or damage, destruction 
         or other casualty, whether or not covered by insurance, which has 
         materially adversely affected the condition (financial or 
         otherwise), assets, liabilities or business of Attest, or any such 
         event known to the officers of Attest or the Shareholders which 
         reasonably could be expected to materially adversely affect the 
         condition (financial or otherwise), assets, liabilities or business 
         of Attest;

     f.  any increase in compensation payable to or for the benefit of, or 
         committed to be paid to or for the benefit of, any director, 
         shareholder, officer or employee of Attest, or in any benefits 
         granted under any bonus, stock option, profit sharing, pension, 
         retirement, deferred compensation, or other direct or indirect 
         benefit plan, payment or arrangement made to, for the benefit of, or 
         with any such director, shareholder, officer or employee;

     g.  any borrowing or agreement to borrow funds or any incurring of any 
         other material indebtedness or liability; or any endorsement, 
         assumption or guarantee of payment or performance of any loan or 
         obligation of any other individual, firm, corporation or other 
         entity by Attest;

     h.  any change made by Attest in its methods of doing business or of 
         accounting;



                                       12
<PAGE>

     i.  any material mortgage, pledge, lien, security interest, 
         hypothecation, charge or other encumbrance imposed or agreed to be 
         imposed on or with respect to any properties or assets, tangible or 
         intangible, of Attest;

     j.  any technology licenses or sale or transfer of any technology rights 
         except software object code licenses granted in the normal course of 
         business.

     k.  any sale, lease or disposition of, or any agreement to sell, lease 
         or dispose of, any properties or assets held for use or used in the 
         business of Attest, other than sales, leases or dispositions for 
         fair equivalent value to persons other than directors, or officers 
         of Attest in the ordinary course of the business of Attest;

     l.  any modification, waiver, change, amendment, release, rescission, 
         accord and satisfaction nor termination of, or with respect to, any 
         material term, condition or provision of any material contract, 
         agreement, license or other instrument to which Attest is a party, 
         other than any satisfaction or performance in accordance with the 
         terms thereof and other than in the ordinary course of the business 
         of Attest;

     m.  any labor or employee disputes or disturbances materially adversely 
         affecting the condition (financial or otherwise), assets, 
         liabilities or business of Attest, including the filing of any 
         petition or charge of unfair labor practices with the National Labor 
         Relations Board or any action, claim or proceeding relating to equal 
         employment practices;

     n.  any loan or advance made by Attest to any individual, firm, 
         corporation or entity except for advances not material in amount 
         made to employees of Attest in the ordinary course of the business 
         of Attest;

     o.  any other event, development, or condition of any character known to 
         the officers of Attest or the Shareholders which materially 
         adversely affects, or may reasonably be expected to so affect, the 
         condition (financial or otherwise), assets, liabilities or business 
         of Attest.

4.9  Taxes

     Except as set forth in Schedule 4.9, for all periods ended on or 
     prior to the Closing Date, Attest has filed or will file within the 
     time prescribed by law (including extensions of time approved by 
     the appropriate taxing authorities) all tax returns and reports for 
     Attest required to be filed with the Internal Revenue Service, the 
     appropriate California agencies and with all other jurisdictions, 
     including state, county, local and foreign government agencies or 
     instrumentalities where such filing is required by law.  Except as 
     set forth in Schedule 4.9, Attest has paid, or has made adequate 
     provision in the Financial Statements for the payment of, all 
     taxes, interest, penalties, assessments or deficiencies due or 
     claimed to be due through the date of the Financial Statements and 
     through the Closing Date in the Proforma Closing Financial 
     Statements on or in respect of such tax returns and reports.  
     Except as set forth in Schedule 4.9, there are for such periods (i) 
     no other taxes which are due and payable by Attest which have not 
     been paid or otherwise reserved for in the Financial Statements, 
     including collection and remittance of sales tax; (ii) no other tax 
     returns or reports which are 


                                       13

<PAGE>
     required to be filed which have not been filed; (iii) no unpaid 
     assessment for additional taxes other than reserved for in the 
     Financial Statements for any fiscal period or, to the knowledge of 
     the officers of Attest, any facts which would form the basis for 
     any material assessment for additional taxes; (iv) no pending or, 
     to the knowledge of the officers of Attest, threatened federal, 
     state or local tax audit of Attest; and (v) no agreement with any 
     federal state of local taxing authority that may affect the 
     subsequent tax liabilities of Attest.

     Sales and payroll tax returns and reports have been prepared by 
     management without review by a Certified Public Accountant.  Income 
     tax returns have been prepared by an accountant without review by a 
     Certified Public Accountant.

     Attest has not accrued or reserved any amount for federal or state 
     income tax liabilities.

4.10 Title to Properties; Liens and Encumbrances; Leasehold Interests

     Except as set forth in Schedule 4.10 or in the notes to the Balance 
     Sheet, Attest has good title to all properties and assets owned by 
     it, including those reflected in the Financial Statements (except 
     for properties and assets sold or otherwise disposed of in the 
     ordinary course of business since that date), subject to no 
     mortgage, pledge, lien, security interest, conditional sale 
     agreement, encumbrance or charge.  Except as set forth in Schedule 
     4.10, Attest is not in default under the terms of any material 
     lease or sublease of any properties leased or subleased by it, and 
     such leases or subleases are valid and enforceable leases or 
     subleases for such properties.  Except as set forth in Schedule 
     4.10, the property shown on the Balance Sheet constitutes all of 
     the tangible personal property utilized by Attest in the conduct of 
     its business as presently conducted.

4.11 Patents, Trademarks, Etc.

     Attached hereto as Schedule 4.11 is a true and complete list and 
     summary description of all patents, patent applications, shop 
     rights, know-how, inventions (whether or not patentable), 
     trademarks and service marks and registrations thereof, trade 
     names, trade secrets, confidentiality rights and agreements, 
     copyrights, copyright registrations, proprietary ideas, licenses 
     and interests therein (individually and collectively referred to as 
     the "Intellectual Property Right(s)") presently owned or held by 
     Attest.  Where an Intellectual Property Right is held by Attest as 
     a licensee under a license or sublicense or otherwise in any form 
     or manner other than as owner of clear title, this is so designated 
     in Schedule 4.11.  Such Intellectual Property Right(s) are all such 
     rights that are required to enable Attest to conduct its business 
     as now conducted and as proposed to be conducted.  Except as set 
     forth in Schedule 4.11, the business currently and proposed to be 
     conducted by Attest does not infringe and has not infringed the 
     rights of others, including without limitation any rights under 
     patents, patent applications, shop rights, know-how, inventions, 
     trademarks, service marks, trade names, trade secrets, copyrights, 
     contracts (whether express or implied in fact or in law), 
     proprietary ideas, licenses, privacy rights or interests therein.  
     To the best knowledge of Attest and the Shareholders,  no 
     third-party is violating or has violated any of the Intellectual 
     Property Rights of Attest.  Except as set forth in Schedule 4.11, 
     Attest is the sole and absolute owner of the Intellectual Property 
     Rights and has full right and authority to utilize the Intellectual 
     Property Right(s) and other processes, systems and techniques 
     presently employed, or proposed to be employed, by it in the 
     research, design, scale-up, manufacture, and marketing of its 
     products or projected products, and all rights to such Intellectual 
     Property Right(s) and other 



                                       14
<PAGE>

     processes, systems and techniques developed by any employee of Attest 
     or developed for Attest by any consultant or third party have been duly 
     and validly assigned to Attest without any restriction or unpaid or 
     continuing royalty or other obligation. Except as set forth in 
     Schedule 4.11, no third party and no affiliate, officer, director, or 
     employee of Attest, nor any associates of any such person, owns or 
     holds, directly or indirectly, any interest in any Intellectual Property 
     Right(s) used or planned to be used by Attest.  Except as limited by 
     the Export Control Act, Attest has the unrestricted right to license, 
     sublicense, or otherwise authorize any party whatsoever, anywhere 
     in the world, to use and exercise any or all of the Intellectual 
     Property Right(s), and, except as stated in Schedule 4.11, Attest 
     has not granted any such license, sublicense, or authority.  The 
     closing and consummation of the transactions contemplated under 
     this Agreement shall create no restriction under, nor have any 
     other effect upon, Attest's right in, to, and under any of the 
     Intellectual property Right(s).  Except as expressly set forth in 
     Schedule 4.11, Attest has not agreed to indemnify any person or 
     entity for patent, service mark, trade secret, trademark, or 
     copyright infringement as to any equipment, materials, products, 
     services, or supplies which Attest produces, uses, provides, 
     license, leases, sells or distributes.  Attest has taken reasonable 
     security measures to protect the secrecy, confidentiality and value 
     of its trade secrets.

4.12 Material Contracts

     Schedule 4.12 attached hereto identifies all currently existing 
     contracts, obligations or commitments, whether written or oral (i) 
     involving payment by Attest of more than $10,000 during the past 12 
     months, (ii) extending beyond the Closing Date and involving annual 
     payments by Attest of more than $10,000 during the next 12 months; 
     or (iii) which are material to the business of Attest, including 
     without limitation the following:

     a.  employment, bonus or consulting agreements; pension, profit sharing, 
         deferred compensation, stock bonus, retirement, stock option, stock 
         purchase, phantom stock or similar plans, including agreements 
         evidencing rights to purchase securities of Attest;

     b.  agreements with employees or others as to non-disclosure of 
         proprietary information and assignment of inventions and 
         developments;

     c.  agreements relating to the purchase, sale or license of patents, 
         copyrights, trade secrets, trade names or other rights to technology 
         or other intellectual property;

     d.  loan or other agreements, notes, indentures, or instruments relating 
         to or evidencing indebtedness for borrowed money, or mortgaging, 
         pledging, or granting or creating a lien or security interest or 
         other encumbrance on, any property of Attest; any agreement or 
         instrument evidencing any guaranty by Attest of payment or 
         performance by any other person;

     e.  agreements with dealers, sales representatives, brokers, and other 
         distributors, jobbers, advertisers or sales agencies;

     f.  agreements with any labor union or collective bargaining 
         organization or other labor agreements;


                                      15
<PAGE>

     g.  any lease of machinery, equipment, other personal property, 
         including motor vehicles, and any lease or sublease of real estate 
         to which Attest is a party;

     h.  any joint venture contract or arrangement or other agreement 
         involving a sharing of profits or expenses to which Attest is a 
         party;

     i.  agreements limiting the freedom of Attest to compete in any line of 
         business or in any geographic area or with any person;

     j.  agreements providing for disposition of the business and assets, or 
         shares, of Attest; agreements of merger or consolidation to which 
         Attest is a party other than this Agreement; letters of intent with 
         respect to the foregoing;

     k.  agreements involving or letters of intent with respect to the merger 
         of assets or shares of any other business;

     l.  powers of attorney granted by Attest; and

     m.  any other contract, agreement or legal obligation to or with any 
         director, officer or shareholder.

     True and complete copies of the written contracts and commitments 
     (with all amendments thereto) listed on Schedule 4.12 have been 
     delivered or made available to Zycad.  Except as set forth in 
     Schedule 4.12, Attest has complied with all material provisions of 
     the contracts and commitments set forth in Schedule 4.12 hereto and 
     of all other material contracts and commitments to which it is a 
     party, and Attest is not in default under any thereof nor has any 
     party asserted that Attest is in default under any thereof nor, to 
     the knowledge of the officers of Attest and the Shareholders, does 
     any condition exist which with the passage of time or the giving of 
     notice would constitute a default under any thereof.

4.13 Insurance

     Attached hereto as Schedule 4.13 is a true, correct and complete 
     list of all insurance policies and bonds in force in which Attest 
     is named as an insured party, or for which Attest is named as an 
     insured party, or for which Attest has paid any premiums, and said 
     Schedule correctly states the name of the insurer, the name of each 
     insured party, the type and amount of coverage, the deductible 
     amounts, if any, the expiration date and the premium of each such 
     policy or bond.  Except as disclosed on said Schedule, all such 
     policies or bonds are currently in full force and effect.  Attest 
     will continue all of such insurance in full force and effect up to 
     and including the Closing Date.  All premiums due and payable on 
     such policies have been paid.  Attest believes that such insurance 
     is adequate for the conduct of its business.

4.14 Customers and Suppliers

     Attached hereto as Schedule 4.14 is a true, correct and complete 
     list of the names of all customers and suppliers of Attest who, 
     have purchased from or sold to Attest or who have entered into 
     contracts with respect to the purchase from or sale to Attest, of 
     products or services with an invoice price, before application of 
     any discounts, offsets or the like, of at 


                                       16
<PAGE>

     least $10,000.  No customer or supplier of Attest has given Attest 
     written notice of termination of its relationship with Attest, or 
     has indicated in writing an intention to terminate its relationship 
     with Attest, and to the knowledge of the officers of Attest and the 
     Shareholders, there are no unresolved written complaints or material 
     disputes existing with any such customer or supplier.

4.15 Compliance

     Except as set forth in Schedule 4.15, to the knowledge of the 
     officers of Attest and the Shareholders, Attest has conducted its 
     business so as to comply with applicable laws, regulations, 
     ordinances and codes, including without limitation United States 
     Department of Commerce export licensing regulations, except where 
     the failure to so comply would not have a material adverse effect 
     on the condition (financial or otherwise), assets, liabilities or 
     business of Attest.

4.16 Employee Matters

     a.  Schedule 4.16 contains a complete listing of all Attest employee 
         benefit plans including, but not limited to, all pension, 
         retirement, employee savings, bonus, profit sharing, stock option, 
         worker's compensation insurance, group insurance or other employee 
         welfare or benefit plan (hereinafter "Benefit Plan") in which Attest 
         either participates or has responsibility.  Current copies of those 
         Benefit Plans have been supplied to Zycad.

     b.  Attest is in material compliance with, and has filed, published and 
         disseminated, all reports, documents, statements and communications 
         required to be filed, published or disseminated by it under the 
         Employee Retirement Income Security Act of 1974, as amended 
         (hereinafter referred to as "ERISA"), and the rules and regulations 
         promulgated under said Act, and each Benefit Plan to which said Act, 
         rules and regulations are applicable is in substantial compliance 
         therewith.

     c.  to the knowledge of Attest, no Benefit Plan listed in Schedule 4.16 
         or any trustee or administrator thereof, has engaged in any 
         transaction that is likely to subject any Benefit Plan or the Attest 
         to tax or penalty or prohibited transactions imposed by Section 4975 
         of the Code or to a civil penalty imposed by any section of ERISA.

     d.  no Benefit Plan that is subject to ERISA and whose termination could 
         create a material liability for Attest has been completely or 
         partially terminated.

     e.  to the extent required by their terms or by law, all of the Benefit 
         Plans have been fully funded and no benefit Plan has incurred any 
         "accumulated funding deficiency", as such term is defined in Section 
         412 of the Code, whether or not such deficiency has been waived.

     f.  except as disclosed in Schedule 4.16, Attest has no obligations for 
         retiree health and life benefits under any plan.

     g.  Attest's Stock Option Plan complies with the requirements for 
         incentive stock option plans under Section 422 of the Code.


                                       17
<PAGE>

4.17 Employee Benefit Plans

     Schedule 4.17 attached hereto is a true, correct and complete list 
     and summary description of all employee benefit plans maintained by 
     Attest or Shareholders which cover employees of Attest. There are 
     no pending or, to the knowledge of the officers of Attest, 
     threatened claims by or on behalf of any trustee, beneficiary or 
     other party with rights under any such benefit plans which allege a 
     breach of fiduciary duties or violations of applicable state or 
     federal laws which could materially adversely affect the condition 
     (financial or otherwise), assets, liabilities or business of 
     Attest, nor, to the knowledge of the officers of Attest any facts 
     exist which would be the basis for any such claim.

4.18 Warranties; Returned Products

     No customer of Attest has the right to return any products 
     manufactured or supplied by Attest for refund of purchase price or 
     credit pursuant to any agreement, understanding or practice of 
     Attest, other than those rights granted to a purchaser under the 
     terms and conditions of Attest's standard warranty described in 
     Schedule 4.18 attached hereto, or as set forth and described on 
     Schedule 4.18. Except as set forth on Schedule 4.18, there are no 
     existing claims by purchasers requesting or asserting the right to 
     return any Attest products for refund of purchase price or credit, 
     or demands for damages of any nature arising out of alleged 
     defective performance of such products. Attest is not aware of any 
     warranty, product repair or replacement claims or liabilities 
     relating to products manufactured or sold by Attest.  There is no 
     reserve for warranty expense on the Balance Sheet.

4.19 Directors, Officers and Employees; Compensation; Bank Accounts; 
     Certain Transactions

     Attached hereto as Schedule 4.19(a) is a true, correct and complete 
     list of all directors, officers and employees of Attest and the 
     annual total salary and bonus each is currently being or is 
     expected to be paid by Attest for the year ended December 31, 1996. 
     Except as disclosed in Schedule 4.19(a) there are no other forms of 
     compensation, deferred or otherwise, paid to or accrued for the 
     account of any such director, officer or employees of Attest. To 
     the knowledge of the officers of Attest, no officer or key employee 
     of Attest has expressed an intention (except as specified in 
     Schedule 4.19(a)) to terminate his or her employment with Attest.

     Attached hereto as Schedule 4.19(b) is a true, correct and complete 
     list of each bank in which Attest has an account or safe deposit 
     box and the names of all persons authorized to draw funds thereon, 
     or have access thereto.

     Except as set forth in Schedule 4.19(c) attached hereto, to the 
     knowledge of the officers of Attest, none of Attest's officers or 
     directors, or their respective spouses, owns directly or 
     indirectly, individually or collectively, a material interest in 
     any entity which (i) is a competitor, customer or supplier of 
     Attest or (ii) has an existing contractual relationship with Attest.

4.20 Litigation

     Except as set forth in Schedule 4.20, there is no litigation or 
     proceeding pending or, to the knowledge of the officers of Attest 
     or the Shareholders, threatened against Attest, its 


                                       18
<PAGE>

     properties or business, or the Shareholders relating to the operations 
     of Attest, nor is there any pending or, to the knowledge of the officers
     of Attest or the Shareholders, threatened governmental investigation 
     relative to employee safety, discrimination matters, product 
     safety, wage or price regulations or environmental matters, nor are 
     there any actions or proceedings pending or proposed in which 
     Attest or the Shareholders are the plaintiff or petitioner except 
     as set forth in Schedule 4.20.  To the knowledge of the officers of 
     Attest or the Shareholders, there is no judgment, decree, 
     injunction, rule or order of any court, arbitrator or governmental 
     agency against Attest.

4.21 Authority of Shareholders

     Each Shareholder and Attest has the legal power and authority to 
     enter into and perform this Agreement and the transactions 
     contemplated herein.  The execution, delivery and performance of 
     this Agreement and the other agreements contemplated herein by 
     Shareholders have been duly authorized by Attest's Board of 
     Directors. The Shareholders and Attest have the corporate power and 
     authority to consummate the sale of the Attest Stock pursuant to 
     this Agreement.  This Agreement has been duly and validly 
     authorized by all necessary corporate action of Attest and will 
     constitute the legal, valid and binding obligation of Shareholders 
     and Attest, enforceable in accordance with its terms.  Neither the 
     execution and delivery of this Agreement, nor the consummation of 
     the transactions contemplated herein, will violate any statute, 
     regulation or ordinance of any governmental authority, or conflict 
     with or result in the breach of any term, condition or provision of 
     the Articles of Incorporation or By-Laws of Attest, or of any 
     agreement, deed, contract, mortgage, indenture, writ, order, 
     decree, legal obligation or instrument to which Attest or 
     Shareholders is a party or by which Attest or any of its assets or 
     properties are or may be bound, or constitute a default (or an 
     event which, with the lapse of time or the giving of notice, or 
     both, would constitute a default) thereunder, or result in the 
     creation or imposition of any lien, charge or encumbrance, or 
     restriction of any nature whatsoever with respect to any properties 
     or assets of Attest, or give to others any interest or rights, 
     including rights of termination, acceleration or cancellation in or 
     with respect to any of the properties, assets, contracts or 
     business of Attest, except for such violations, conflicts, 
     breaches, defaults, liens, restrictions, interests and rights that 
     would not, in the aggregate, have a material effect of the 
     condition (financial or otherwise), assets, liabilities or business 
     of Attest, or that are cured, waived or terminated prior to the 
     Closing Date. No consent, approval, authorization, order, 
     registration or qualification of or with any court or any 
     regulatory authority or any other governmental body is required for 
     the consummation by Attest of the transactions contemplated by this 
     Agreement except those contemplated by this Agreement.

4.22 Brokers

     Except as set forth in Schedule 4.22 hereto, neither Zycad nor 
     Attest nor anyone acting on their behalf has or will have, as a 
     result of any act or omission of either Shareholders or Attest, any 
     liability to any broker, finder, agent or other person (other than 
     legal and accounting advisors) in connection with the transactions 
     contemplated hereby, nor has Attest or anyone acting on its behalf, 
     agreed to pay any brokerage, finder's, consulting or investment 
     banking fee or commission, whether payable in cash, securities or 
     in any other form with any person, firm or entity with respect to 
     the transactions contemplated hereby. 


                                       19
<PAGE>

4.23 Disclosure

     No representation or warranty by the Shareholders in this 
     Agreement, nor any statement or certificate furnished or to be 
     furnished to Zycad pursuant hereto, or in connection with the 
     transactions contemplated hereby, contains or will contain any 
     untrue statement of a material fact, or omits or will omit to state 
     a material fact necessary to make the statements contained herein 
     or therein not misleading.

4.24 Disclosures Applicable to All Provisions

     Disclosure of any matter in a particular schedule or provision of 
     Article Four shall constitute disclosure of such matter in each 
     schedule and section of Article Four to which the item is relevant.

4.25 Representations and Warranties

     Shareholders representations and warranties contained in this 
     Agreement shall be true at the time of Closing as though such 
     representations and warranties were made at Closing.

                                       
                                 ARTICLE FIVE

                    REPRESENTATIONS AND WARRANTIES OF ZYCAD

As inducement to the execution of this Agreement by the parties hereto, 
Zycad represents and warrants that the following statements are true and 
correct on the date hereof:

5.1  Organization and Standing of Zycad and Subsidiary

     Each of Zycad and its subsidiaries is a corporation duly 
     incorporated, validly existing and in good standing under the laws 
     of the jurisdictions of their incorporation, and is duly qualified 
     to do business as a foreign corporation in each jurisdiction in 
     which the nature of its business or the character of its properties 
     makes such qualification necessary, except where the failure to so 
     qualify would not have a material adverse effect on the condition 
     (financial or otherwise), assets, liabilities or business of Zycad. 
     Zycad's Certificate of Incorporation, and all amendments thereto, 
     and its By-Laws, as amended, copies of which have been delivered to 
     Shareholders, are complete, correct and in full force and effect at 
     the date of this Agreement.  Zycad has the corporate power and 
     authority to own, operate and dispose of its properties, to conduct 
     its business as now being conducted, to enter into, deliver and 
     perform its obligations and undertakings under this Agreement and 
     to complete the transactions contemplated herein.

5.2  Authority of Zycad and Subsidiary

     Zycad and Subsidiary has the legal power and authority to enter 
     into and perform this Agreement and the transactions contemplated 
     herein. The execution, delivery and performance of this Agreement 
     and the other agreements contemplated herein by Zycad have been 
     duly authorized by the Board of Directors of Zycad. Zycad has the 
     corporate power and authority to consummate the purchase of stock 
     pursuant to this Agreement. This 


                                      20
<PAGE>

     Agreement has been duly and validly authorized by all necessary 
     corporate action of Zycad and constitutes the legal, valid and 
     binding obligations of Zycad, enforceable in accordance with its 
     terms. Neither the execution and delivery of this Agreement, nor 
     the consummation of the transactions contemplated herein, will 
     violate any statute, regulation or ordinance of any governmental 
     authority, or conflict with or result in the breach of any term, 
     condition or provision of the Articles of Incorporation or By-Laws 
     of Zycad, or of any agreement, deed, contract, mortgage, indenture, 
     writ, order, decree, legal obligation or instrument to which Zycad is 
     a party or by which Zycad or any of its assets or properties are or 
     may be bound, or constitute a default (or an event which, with the 
     lapse of time or the giving of notice, or both, would constitute a 
     default) thereunder, or result in the creation or imposition of any 
     lien, charge or encumbrance, or restriction of any nature 
     whatsoever with respect to any properties or assets of Zycad, or 
     give to others any interest or rights, including rights of 
     termination, acceleration or cancellation in or with respect to any 
     of the properties, assets, contracts or business of Zycad, except 
     for such violations, conflicts, breaches, defaults, liens, 
     restrictions, interests and rights that would not, in the 
     aggregate, have a material effect on the condition (financial or 
     otherwise), assets, liabilities or business of Attest, or that 
     would not, in the aggregate have a material effect on the condition 
     (financial or otherwise), assets, liabilities or business of Zycad, 
     or that are cured, waived or terminated prior to the Closing Date.  
     No consent, approval, authorization, order, registration or 
     qualification of or with any court or any regulatory authority or 
     any other governmental body is required for the consummation by 
     Zycad of the transactions contemplated by this Agreement except 
     those contemplated by this Agreement.

5.3  Access to information

     Zycad has been provided with all information about Attest requested 
     by it including without limitation all materials referenced in 
     Article Four or any schedule thereto; it has been provided the 
     opportunity to ask questions of and receive answers from Attest and 
     its management and has been supplied all information and 
     documentary material deemed necessary by it to verify the accuracy 
     of such information.

5.4  Brokers

     Neither Shareholders or Attest nor anyone acting on their behalf 
     has or will have as a result of any act or omission by Zycad any 
     liability to any broker, finder, agent or other person (other than 
     legal and accounting advisors) in connection with the transactions 
     contemplated hereby, nor has Zycad or anyone acting on its behalf 
     agreed to pay any brokerage, finder's, consulting or investment 
     banking fee or commission, whether payable in cash, securities or 
     in any other form with any person, firm or entity with respect to 
     the transaction contemplated hereby.

5.5  No Restriction on Shareholders' Disposition of Zycad Stock

     The Zycad Stock will not be registered under the Securities Act of 
     1933, as amended (the "Securities Act"), in reliance upon the 
     exemption from registration contained in Section 3(a)(10) thereof.  
     The Zycad Stock can be publicly traded subject only upon the 
     issuance of an opinion letter by Zycad to its transfer agent and 
     compliance with the requirements of Rule 145.  Zycad will issue 
     such instructions to its transfer agent as may be necessary for 


                                      21
<PAGE>

     Shareholders to sell the Zycad Stock.  Zycad has complied or shall 
     comply with NASD rules with respect to the Zycad Stock and such 
     Stock shall be approved for full listing on NASDAQ.

5.6  Disclosure

     No representation or warranty by Zycad in this Agreement, nor any 
     statement or certificate furnished or to be furnished to Attest or 
     Shareholders pursuant hereto, or in connection with the 
     transactions contemplated hereby, contains or will contain any 
     untrue statement of a material fact, or omits or will omit to state 
     a material fact necessary to make the statements contained herein 
     or therein not misleading.

5.7  Representations and Warranties

     Zycad's representations and warranties contained in this Agreement 
     shall be true at the time of Closing as though such representations 
     and warranties were made at Closing.

5.8  Valid Issuance of Zycad Stock

     The Zycad Stock has been duly authorized and, when issued in 
     accordance with the terms of this Agreement, will be validly 
     issued, fully paid, nonassessable, and issued in compliance with 
     all applicable federal and Delaware securities laws.

                                  ARTICLE SIX

                     COVENANTS OF SHAREHOLDERS AND ATTEST

6.1  Operations of Attest

     Attest and the Shareholders agree that they will, at all times 
     subsequent to the date of this Agreement and prior to the Closing 
     Date, operate Attest's business in the ordinary course consistent 
     with Attest's past practice, use their best efforts to preserve 
     intact Attest's present business organization, keep available the 
     services of Attest's present officers and employees, and preserve 
     Attest's relationships with customers, suppliers and others having 
     business relationships with Attest.  Attest and the Shareholders 
     agree that during the period from the date hereof until the Closing 
     Date they will not, without the consent of Zycad, amend Attest's 
     Articles of incorporation or By-Laws, enter into any employment or 
     consulting contract, pay any dividend on Attest's stock, issue 
     Attest Stock, change any Stock Option Plan or other Employee 
     Benefit Plan, make any other distribution of assets to Attest's 
     shareholder, repurchase or make any reduction in any of Attest's 
     outstanding securities, issue any securities of any nature or grant 
     any further rights or options to acquire securities of Attest, 
     increase any compensation payable or to become payable or benefits 
     to be paid to any officer, employee or agent of Attest, enter into 
     any contract or commitment on behalf of Attest extending beyond the 
     date of this Agreement except sales of products and purchase of raw 
     materials and supplies in the ordinary course of business.



                                        22
<PAGE>

6.2  No Further Negotiations

     Until the Closing Date, or the earlier termination of this 
     Agreement, Attest and Shareholders will not (i) sell, offer to sell 
     or solicit offers to purchase any of the assets of Attest (other 
     than sales of the products of Attest in the ordinary course of 
     business); or (ii) sell, offer to sell or exchange or solicit 
     offers to purchase or exchange, any capital stock of Attest, from 
     any other party (other than Zycad), or enter into any merger, 
     consolidation, liquidation or similar transaction involving Attest 
     and any other party (other than Zycad), and Attest and the 
     Shareholders will not provide confidential, technical or other 
     information to any person (other than Zycad) in connection with any 
     such proposed purchase or transaction.

6.3  Access

     Attest and the Shareholders shall permit Zycad to make such due 
     diligence investigation of Attest as Zycad deems appropriate, and 
     Attest and the Shareholders shall make available to Zycad and its 
     staff, attorneys, accountants, consultants and other 
     representatives all information about Attest which Zycad may 
     reasonably request in connection with such investigation. Unless 
     and until the transaction contemplated by this Agreement has been 
     completed, Zycad (and its staff, attorneys accountants, consultants 
     and other representatives) shall hold all such information and 
     documents received from Attest or any of its affiliates in 
     strictest confidence, pursuant to the terms and conditions of the 
     Confidentiality and Nondisclosure Agreement between Attest and 
     Zycad. All such information in written form and all such documents 
     shall be returned to Attest in the event the transactions 
     contemplated by this Agreement are not completed.

6.4  Public Disclosure

     Neither party, nor any of its affiliates shall make any public 
     announcement or issue any press release concerning the proposed 
     stock sale without the prior consent of the other except as 
     required by law.

6.5  Updating of Schedules

     Shareholders shall provide Zycad with updates to the Schedules set 
     forth in Article Four current as of the Closing Date.

                                 ARTICLE SEVEN
                                       
                                    CLOSING

The closing of the sale (the "Closing") of the capital stock of Attest shall 
take place on June 1, 1996 (the "Closing Date") at a mutually agreeable time 
and place (or such other time and place as may be mutually agreeable).

7.1  At the Closing, Shareholders shall deliver to Zycad, free and clear 
     of all encumbrances certificates for all the issued and outstanding 
     shares of Attest Stock in negotiable form, endorsed in blank with 
     all transfer stamps required by government authorities attached 
     hereto. Upon such delivery and delivery of the other documents 
     referred to in Article Eight, 


                                      23
<PAGE>

     Zycad shall transfer to Shareholders fifty percent (50%) of the 
     Zycad Stock as  adjusted for in Article Two of this Agreement. The 
     balance of  the Zycad Stock shall be delivered into escrow to State 
     Street Bank and Trust Company as Escrow Agent to be held in escrow 
     under an Escrow Agreement pursuant to Section 2.4.   The Escrow 
     Agreement shall be in a form reasonably acceptable to the parties 
     and shall be attached as Exhibit 7.1.

7.2  At Closing, Zycad will offer the Shareholders employment providing 
     for their continued employment at compensation and benefits at 
     least equal to what they were receiving at Attest.  Attached hereto 
     as Exhibit 7.2 are copies of each offer letter to the Shareholders.

7.3  In addition, Shareholders shall deliver to Zycad the following 
     documents at Closing:

     a.  Minute book, stock transfer book, stock certificate book and 
         corporate seal of Attest.

     b.  All original agreements to which Attest is a party.

     c.  Signed employment agreements with Zycad.


                                 ARTICLE EIGHT
                                       
                   CONDITIONS TO ZYCAD'S OBLIGATION TO CLOSE

The obligation of Zycad to consummate the purchase of Attest Stock is subject 
to satisfaction, on or prior to the Closing Date, of the following conditions:

8.1  Attest shall have delivered to Zycad:

     a.  a certified copy of the resolution or resolutions duly adopted by 
         the Board of Directors and Shareholders authorizing execution of 
         this Agreement and the consummation by Attest and the Shareholders 
         of the transactions contemplated thereby;

     b.  an opinion in form and substance reasonably satisfactory to counsel 
         for Zycad, dated the Closing Date, of counsel for Attest.  This 
         legal opinion shall be attached as Exhibit 8.1(b).

     c.  A Proforma Closing Balance Sheet and Statement of Profit and Loss as 
         of the Closing Date.

8.2  Shareholders shall have performed in all material respects the 
     obligations, covenants and undertakings by each herein to be 
     performed at or prior to the Closing Date including the 
     cancellation of the Shareholders/Attest inter-company debt if any, 
     and Zycad shall have received at Closing a certificate, dated the 
     Closing Date and executed on behalf of Attest by its President and 
     by each of the Shareholders to that effect.

8.3  The representations and warranties of Attest and the Shareholders 
     contained in this Agreement, including the schedules thereto, shall 
     be true in all material respects on and as of 


                                       24
<PAGE>

     the Closing Date with the same effect as though such representations and 
     warranties had been made on and as of such date, and Zycad shall 
     have received at the Closing a certificate to such effect, dated the 
     Closing Date and executed on behalf of Attest by its President and 
     by each of the Shareholders.

8.4  The transfer of Attest Stock pursuant to this Agreement shall not 
     violate any order, decree or judgment of any court or government 
     body having competent jurisdiction, and no law, rule, regulation or 
     order shall have been adopted, by any such body, prohibiting or 
     enjoining the transactions contemplated by this Agreement or which 
     would, in the reasonable judgment of Zycad, render it impossible or 
     inadvisable for Zycad to consummate the transactions contemplated 
     hereby or to own, operate or control the assets, properties or 
     business of Attest.

8.5  Attest and Zycad shall have received by the Closing Date all 
     authorizations and approvals of federal or state regulatory bodies 
     and officials as may be required in connection with the sale of the 
     Attest Stock and the transaction contemplated herein.

8.6  The California Department of Corporations shall have issued an 
     order declaring this transaction to be fair to the Shareholders.

8.7  All employees of Attest have accepted employment with Zycad and 
     have signed Zycad's Standard Employment Agreement.

8.8  Zycad shall have entered into an Escrow Agreement with State Street 
     Bank and Trust Company in substantially the form attached hereto as 
     Exhibit 7.1.

8.9  Receipt of any required third party contracts.

8.10 No shareholder entitled to exercise dissenters rights.

                                       
                                 ARTICLE NINE
                                       
                CONDITIONS TO SHAREHOLDERS' OBLIGATION TO CLOSE

The obligation of Shareholders to consummate the Stock Purchase is subject to 
the satisfaction, on or prior to the Closing Date, of the following 
conditions:

9.1  Zycad shall have delivered to Shareholders:

     a.  a certified copy of the resolution or resolutions duly adopted by 
         the Board of Directors of Zycad authorizing the execution of this 
         Agreement and the consummation by Zycad of the transactions 
         contemplated thereby;

     b.  an opinion in form and substance reasonably satisfactory to counsel 
         for Shareholders dated the Closing Date, of Zycad's counsel.  This 
         legal opinion shall be attached as Exhibit 9.1(b).


                                      25
<PAGE>

9.2  Zycad shall have performed in all material respects the 
     obligations, covenants and undertakings by it herein to be 
     performed at or prior to the Closing Date; and Shareholders shall 
     have received at Closing a certificate dated the Closing Date and 
     executed on behalf of Zycad by a duly authorized officer to that 
     effect.

9.3  The representations and warranties of Zycad contained in this 
     Agreement, including the schedules thereto, shall be true in all 
     material respects on and as of the Closing Date with the same 
     effect as though such representations and warranties had been made 
     on and as of such date, and Shareholders shall have received at the 
     Closing a certificate to such effect, dated the Closing Date and 
     executed on behalf of Zycad by its Chief Executive Officer or Chief 
     Financial Officer.

9.4  The transfer of Zycad  Stock shall not violate any order, decree or 
     judgment of any court or governmental body having competent 
     jurisdiction, and no law, rule, regulation, or order shall have 
     been adopted, by any such body, prohibiting or enjoining the 
     transactions contemplated by this Agreement or which would, in the 
     reasonable judgment of Shareholders, render it impossible or 
     inadvisable for Shareholders to consummate the transactions 
     contemplated hereby.

9.5  Shareholders and Zycad shall have received by the Closing Date all 
     authorizations and approvals of federal or state regulatory bodies 
     and officials as may be required in connection with the sale of the 
     Attest Stock, and the issuance of the Zycad Stock and the 
     transactions contemplated herein.

9.6  The California Department of Corporations shall have issued an 
     order declaring this transaction to be fair to the Shareholders.

9.7  Zycad shall have entered into an Escrow Agreement with State Street 
     Bank and Trust Company in substantially the form attached hereto as 
     Exhibit 7.1.

9.8  The Zycad Stock shall be freely transferable and publicly tradable 
     subject only to the requirements of Rule 145 and subject to no 
     other restriction or limitation.
                                       
                                       
                                  ARTICLE TEN
                                       
                           POST CLOSING OBLIGATIONS

Shareholders shall have the following obligations after the Closing Date:

10.1 Shareholders shall indemnify Zycad pursuant to Article Twelve.

10.2 Shareholders shall cooperate with Zycad in the orderly transfer of 
     its technology, business operations and its books and records.

Zycad shall have the following obligations after the Closing Date:

10.3 Zycad shall indemnify Shareholders pursuant to Article Twelve.


                                      26
<PAGE>

10.4 Zycad agrees to reimburse Shareholders for the stock brokerage fees 
     incurred in selling the first $300,000 worth of Zycad stock in the 
     aggregate for all Shareholders on the condition that Zycad may 
     select the stockbroker provided, however, that said stockbroker 
     shall be a market maker as required by Rule 145.

                                ARTICLE ELEVEN
                                       
                                  TERMINATION

11.1 Termination by Mutual Consent

     At any time on or prior to the Closing Date, this Agreement may be 
     terminated by mutual written consent of the Boards of Directors of 
     Attest and Zycad, without liability on the part of any party.

11.2 Termination at Zycad's Option

     At any time on or prior to the Closing Date, this Agreement may be 
     terminated by Zycad without liability to any party, by written 
     notice from the Board of Directors of Zycad to Attest, in any of 
     the following events:

     a.  Change in Management

         There shall have been any change in the management of Attest, either 
         by death, disability, termination, resignation or otherwise; or

     b.  Failure of Conditions

         The occurrence of any event which in the reasonable opinion of Zycad 
         renders one or more of the conditions to Zycad's obligations to 
         close listed in Article Seven hereof impossible to satisfy.

11.3 Termination at Shareholders' Option

     At any time on or prior to the Closing Date, this Agreement may be 
     terminated by the Shareholders without liability to any party, by 
     written notice from the Shareholders to Zycad, in any of the 
     following events:

     a.  Failure of Conditions

         The occurrence of any event which in the opinion of Shareholders 
         renders one or more of the conditions to Shareholders obligations to 
         close listed in Article Eight hereof impossible to satisfy.

11.4 Additional Rights of Termination

     In addition to the other terms of this Article Eleven, this 
     Agreement may be terminated by written notice from either the Board 
     of Directors of Zycad or Shareholders to the other parties hereto, 
     without liability on the part of either party, if the purchase of 
     the Attest Stock has not been consummated by June 15, 1996 for any 
     reason whatsoever.


                                      27
<PAGE>

11.5 Expenses on Termination

     Upon termination for any reason pursuant to this Article Eleven, 
     each party shall bear all of its out-of-pocket expenses incurred in 
     connection with the transactions contemplated by this Agreement, 
     including without limitation all legal, accounting, printing, 
     travel and other similar fees and expenses.

                                       
                                ARTICLE TWELVE
                                       
                                INDEMNIFICATION
                                       

12.1 Indemnification by Shareholders

     Subject to the provisions of Section 12.4 and Section 12.1 hereof, 
     Shareholders agree to indemnify and hold harmless Zycad from and 
     against any and all loss, liability, damage or deficiency 
     (including, without limitation, interest, penalties and reasonable 
     attorneys' fees and disbursements) (collectively "Damages") 
     actually and reasonably incurred by Zycad (excluding any costs of 
     internal personnel of Zycad) that:

     a.  are caused by any breach of any representation, warranty, covenant 
         or agreement of the Shareholders or Attest contained in this 
         Agreement; or

     b.  are based on any undisclosed and valid claims of third parties 
         related to, based upon or arising out of the operations of Attest 
         prior to the Closing Date; or

     c.  represent federal or state taxes attributable to the activities of 
         Attest prior to the Closing except for state and federal tax 
         liability arising from the transactions contemplated by this 
         Agreement; or

     d.  arise out of an Insurance Claim. As used herein, the term "Insurance 
         Claim" shall mean any product liability or worker's compensation 
         claim, or any other claim for general liability of a type covered by 
         Shareholders comprehensive general liability, product liability or 
         property insurance, regardless of policy limits or deductible 
         amounts, which claim arises out of an occurrence prior to the 
         Closing.

12.2 Indemnification by Zycad

     Subject to the provisions of Section 12.4 hereof, Zycad agrees to 
     indemnify and hold harmless Shareholders from and against any and 
     all Damages (as defined in Section 12.1 hereof) actually incurred 
     by Shareholders (excluding any costs of internal personnel of 
     Shareholders) that:

     a.  are caused by any breach of any representation, warranty, covenant 
         or agreement of Zycad contained in this Agreement; or


                                       28
<PAGE>

     b.  are based on any claims of third parties related to, based upon or 
         arising out of the operations of Attest on or after the Closing Date 
         including but not limited to payments due Attest employees arising 
         after the Closing Date under any employment agreement or commission 
         agreement between Attest and employees of Attest; or

     c.  represent federal or state taxes attributable to the activities of 
         Attest on or after the Closing Date, except for state and federal 
         tax liability arising from the transactions contemplated by this 
         Agreement; or

     d.  are caused by (i) the release of Escrowed Stock to Shareholders 
         under Section 2.4 disproportionate to the number of shares of Zycad 
         Stock the Shareholders received in exchange for their Attest Shares 
         or (ii) any claim against the Escrowed Stock under Article Twelve 
         disproportionate to the number of shares of Zycad Stock the 
         Shareholders received in exchange for their Attest Shares.

12.3 Notice and Opportunity to Defend

     Promptly after receipt by Zycad, on the one hand, or the Shareholders, 
     on the other hand, of notice of any action, proceeding or claim that 
     could give rise to a right of indemnification pursuant to Section 12.1 
     or 12.2 hereof, Zycad or Shareholders, as the case may be, shall give 
     the party who may become obligated to provide indemnification hereunder 
     (the "Indemnifying Party") written notice describing in reasonable 
     detail the facts and circumstances surrounding such claim within 10 days 
     of receiving such notice or otherwise becoming aware of the facts 
     constituting the claim. The Indemnifying Party shall have the right, at 
     its option, to compromise or defend, at its own expense and by its own 
     counsel, any such matter, including but not limited to an asserted 
     liability against the party seeking such indemnification, provided, 
     however, that the Indemnifying Party shall not settle a claim against 
     the Indemnified Party without the Indemnified Party's prior written 
     consent, which shall not be unreasonably withheld. If any Indemnifying 
     Party shall undertake to compromise or defend any such asserted 
     liability, it shall promptly notify the party seeking indemnification 
     (the "Indemnified Party) of its intention to do so, and the Indemnified 
     Party shall cooperate fully with the Indemnifying Party and its counsel 
     in the compromise of, or defense against, any such asserted liability. 
     In any event, the Indemnified Party shall have the right at its own 
     expense to participate in the defense of such asserted liability. Under 
     no circumstances shall the Indemnified Party compromise any such 
     asserted liability without the written consent of the Indemnifying Party 
     unless the Indemnifying Party has failed or refused to undertake the 
     defense or compromise of any such asserted liability after a reasonable 
     period of time not to exceed thirty (30) days has elapsed since the 
     Indemnifying Party received notice of a claim for indemnification 
     pursuant to this Section 12.3 hereof. The parties acknowledge that the 
     indemnification obligations set forth in this Article 12 were negotiated 
     between the parties.

12.4 Limitation

     a.  No indemnity shall be payable to Zycad with respect to any claim 
         arising under Section 12.1 hereof unless the aggregate amount of 
         Damages due from Shareholders with respect to all such claims shall 
         exceed $25,000 in the aggregate, whereupon all amounts then due from 
         Shareholders with respect to claims aggregating in excess of $25,000 
         shall be payable on demand, and all such amounts thereafter due from 
         Shareholders with respect to such claims shall be payable on demand. 
         This limitation 


                                      29
<PAGE>


         shall not apply to claims for indemnification based upon a breach of 
         the representations and warranties contained in Section 4.5 of this 
         Agreement.

     b.  No indemnity shall be payable to Shareholders with respect to any 
         claim arising under Section 12.2 unless the aggregate amount of 
         Damages due from Zycad with respect to such claims shall exceed 
         $25,000 in the aggregate, whereupon all amounts then due from Zycad 
         with respect to such claims aggregating in excess of $25,000 shall 
         be payable on demand, and all such amounts thereafter due from Zycad 
         with respect to such claims shall be payable on demand.

     c.  The amount of Damages for which the Indemnifying Party may be liable 
         for indemnification shall be reduced by the amount of any insurance 
         proceeds received by the Indemnified Party with respect to the claim 
         that is the subject of indemnification pursuant to this Article 
         Twelve.

     d.  All claims for indemnification pursuant to this Article Twelve shall 
         expire one (1) year from the Closing Date, unless the Indemnifying 
         Party has received notice of such claim prior to such date. 
         Notwithstanding the foregoing, all claims for indemnification for 
         tax liability pursuant to Sections 12.1(c), and 12.2(c) shall not 
         expire until expiration of the relevant statutes of limitation 
         applicable to such tax matters.

     e.  The Escrow shall be the sole and exclusive remedy of Zycad in 
         connection with any claim, damage, loss, cost, expense, liability, 
         damage, penalty or obligation arising under or attributable to, or 
         by reason of or in connection with any rights of Zycad pursuant to 
         Section 12.1 above under Article Twelve. Zycad shall have the right 
         to satisfy any indemnity claims first with Escrowed Stock which has 
         been earned by Shareholders pursuant to Section 2.4. Shareholders 
         shall not under any circumstances be personally liable for any 
         indemnification claims by Zycad except to the extent Escrowed Stock 
         is available.
                                       
                                       
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                                       30

<PAGE>

                               ARTICLE THIRTEEN
                                       
                                 MISCELLANEOUS

13.1 Survival of Representations and Warranties

     All representations and warranties contained here or made in 
     writing by the parties hereto in connection herewith shall survive 
     the Closing Date until the first anniversary of the Closing Date, 
     at which time the representation and warranties shall terminate; 
     provided, however, that Zycad's representations and warranties in 
     Sec. 4.5 shall not terminate until the earlier of (i) 30 days after 
     all Escrowed Stock has been released, or (ii) July 30, 1998.

13.2 Definition of Knowledge

     As used herein in connection with a specific representation or 
     warranty, "knowledge" of the officers of Attest or the Shareholders 
     or Zycad, as the case may be or "known" to the officers of Attest 
     or the Shareholders or Zycad means the knowledge of one or more of 
     such officers following such reasonable inquiry as is appropriate 
     under the circumstances and in the context of each such 
     representation or warranty.

13.3 Amendment

     This Agreement may be amended, modified or supplemented in whole or 
     in part at any time by an instrument in writing executed in the 
     same manner as this Agreement after due authorization by the 
     respective Board of Directors of the parties hereto.

13.4 Headings

     The Article and Section headings in this Agreement and in the Index 
     are solely for the convenience and reference of the parties hereto, 
     and are not intended to be descriptive of the entire contents of 
     any such Articles or Sections and shall not limit or otherwise 
     affect any of the terms or provisions hereof.

13.5 Entire Agreement

     This Agreement and the documents, schedules and exhibits described 
     herein or attached or delivered pursuant hereto set forth the 
     entire agreement between the parties hereto with respect to the 
     transactions contemplated hereby and supersede all prior 
     agreements, arrangements and understandings relating to the subject 
     matter hereof.  Except as expressly set forth herein, no party is 
     entitled to rely on any statement not contained herein or any 
     writing not specifically furnished pursuant hereto.

13.6 Counterparts

     This Agreement may be executed in one or more counter parts each of 
     which shall be deemed to constitute an original and shall become 
     effective when each of the parties hereto has signed and delivered 
     to the other parties a copy of this Agreement, whether or not all 
     parties have signed the same copy.


                                       31
<PAGE>

13.7 Notices

     All notices and other communications hereunder shall be in writing 
     and shall be deemed to have been duly given when received, or when 
     sent by certified or registered mail, return receipt requested, or 
     by prepaid telex or telegram, as follows:

     a.   If to Attest:

          Attest Software, Inc.
          Attention:  President
          4677 Old Ironside Drive
          Suite 100
          Santa Clara, CA 95054

     b.   If to Zycad:

          Zycad Corporation
          Attention:  Chief Executive Officer
          47100 Bayside Parkway
          Fremont, CA  94538

     or to such other address as shall be designated by any of such 
     parties to the others by such a notice.

(This space left intentionally blank)


                                      32

<PAGE>

13.8 Governing Law

     This Agreement shall be governed by and construed in accordance 
     with the laws of California.  The prevailing party shall be 
     entitled to reasonable attorneys' fees and costs incurred in 
     connection with such litigation.

13.9 Waiver

     No waiver of any provision of this Agreement or any rights or 
     obligations of either party hereunder shall be effective, except 
     pursuant to a written instrument signed by the party or parties 
     waiving compliance, and any such waiver shall be effective only in 
     the specific instance and for the specific purpose stated in such 
     writing.

     IN WITNESS WHEREOF, each party hereto has caused this Agreement to be 
signed in its corporate name by its duly authorized officers all as of the 
date first above written.

ZYCAD CORPORATION:                       ATTEST SOFTWARE INCORPORATED:


By   /s/ Peter J. Cassidy                By  /s/ Henry D. Holt, III
   ------------------------------------     -------------------------------
     Peter J. Cassidy                        Henry D. Holt III
     Executive VP and Chief                  President
     Financial Officer     




ZYCAD INTERNATIONAL, INC.                SHAREHOLDERS

By   /s/ Peter J. Cassidy                 /s/ Henry D. Holt, III
   ------------------------------------  -------------------------------
     Peter J. Cassidy                         Henry D. Holt III
     Executive VP and Chief 
     Financial Officer                    /s/ Alexander Miczo
                                         -------------------------------
                                              Alexander Miczo

                                          /s/ Manzer Masud
                                         -------------------------------
                                              Manzer Masud




                                      33